2018-11-13T14:16:11-06:00 2017-12-31 KPMG LLP 60 South Street Boston MA 02111 990 2017-01-01 453596033 MINUTEMAN HEALTH INC % KEVIN MCADOO MINU 4137846971 330 WHITNEY AVENUE Suite STE 500 HOLYOKE MA 01040 KEVIN MCADOO SPC. DEP. RECEIVER 4137846971 2018-11-13 true JACOB K JOHNSON P01763226 6179881000 2018-11-12 167.68.102.5 04502320183175000017 2018-11-13 P 9C37FB02EE77A6FF00EC66693955615721E3AD8A 1C799DD8F88AC149058D05F58595DBEBA38292AF 2017 2019-02-21 02:37:17Z X SUSAN E BROWN 330 WHITNEY AVENUE STE 500 HOLYOKE MA 01040 173085785 false X minutemanhealth.org X 2011 MA MINUTEMAN HEALTH INC. IS IN LIQUIDATION, WHILE STILL ACTIVE ITS MISSION WAS TO DELIVER MORE CHOICE, MORE VALUE, AND MORE AFFORDABILITY TO INDIVIDUALS AND EMPLOYEES IN MA AND NH. 0 0 70 0 0 0 0 0 61170118 75761684 1258297 1185236 0 0 62428415 76946920 0 0 67626205 99080645 6704394 9646056 0 0 0 26035846 14688815 100366445 123415516 -37938030 -46468596 111701583 71546364 105591611 87000493 6109972 -15454129 X MINUTEMAN HEALTH INC. IS IN LIQUIDATION, WHILE STILL ACTIVE ITS MISSION WAS TO DELIVER MORE CHOICE, MORE VALUE, AND MORE AFFORDABILITY TO INDIVIDUALS AND EMPLOYEES IN MA AND NH. false true 123415516 75761684 MINUTEMAN HEALTH, INC. (MHI) BEGAN PROVIDING MEDICAL BENEFITS THROUGH HOSPITALS, DOCTORS, AND OTHER HEALTH CARE PROVIDERS WHO AGREED TO BE PART OF THE MHI NETWORK THROUGH THE COMPANY'S PROVIDER NETWORK LESSOR IN THE SPECIFIC SERVICE AREAS OF BRISTOL, ESSEX, MIDDLESEX, NORFOLK, PLYMOUTH, SUFFOLK AND WORCESTER COUNTIES IN MASSACHUSETTS EFFECTIVE JANUARY 1, 2014. MHI BEGAN ISSUING POLICIES EFFECTIVE JANUARY 1, 2015 IN NEW HAMPSHIRE IN THE SPECIFIC SERVICE AREAS OF BELKNAP, CARROLL, CHESHIRE, COOS, GRAFTON, HILLSBOROUGH, MERRIMACK, ROCKINGHAM, STRAFFORD AND SULLIVAN COUNTIES THROUGH DIRECT CONTRACTS WITH PROVIDERS. IN 2017, MHI WAS ISSUING POLICIES STATEWIDE IN NEW HAMPSHIRE. 123415516 false false false false false false false false false false false false false true false false false false false false false false false false false false false false true false false false false false false false true false false false false false false false false true X 12 0 true 70 true false false false false false true 1000000 1000000 false X 0 0 true false false false true true true true true false false true true true false true true true true false MA NH X X KEVIN MCADOO 4137846971 330 WHITNEY AVENUE STE 500 HOLYOKE MA 01040 ELLEN ZANE CHAIRMAN OF BOARD 4.0 0.0 X 2925 0 0 ROBERT BROOKS VICE CHAIRMAN/CLERK 4.0 0.0 X 2925 0 0 BRADFORD KIMLER DIRECTOR 2.0 0.0 X 2925 0 0 J CHRIS KRYDER DIRECTOR 2.0 0.0 X 7656 0 0 CHRISTOPHER PERNA DIRECTOR 2.0 0.0 X 2925 0 0 KELLY DEKEYSER DIRECTOR 2.0 0.0 X 2925 0 0 DEBRA SUE CASEY DIRECTOR 2.0 0.0 X 2925 0 0 MICHAEL TAYLOR DIRECTOR 2.0 0.0 X 2925 0 0 MARVIN KONSTAM MD DIRECTOR 2.0 0.0 X 2925 0 0 THOMAS POLICELLI CEO & PRESIDENT 40.0 0.0 X 412379 0 10030 GREGORY PENCE INTERIM CFO & CHIEF ACTUARY 40.0 0.0 X 217204 0 9112 SUSAN E BROWN CEO & GENERAL COUNSEL 40.0 0.0 X 342650 0 10050 JANICE GOGUEN TREAS./CONTROL & CAO 40.0 0.0 X 197101 0 7107 KATHLEEN DRISCOLL SECRETARY & COMPLIANCE OFFICER 40.0 0.0 X 152132 0 9833 JAN COOK CHIEF MEDICAL OFFICER 40.0 0.0 X 369938 0 10243 ROBERT CHIN CHIEF INFORMATION OFFICER 40.0 0.0 X 351617 0 7856 MICHAEL BOUDREAU SENIOR VP OF OPERATIONS 40.0 0.0 X 307043 0 1656 LYNN LATHAM VP OF OPERATIONS 40.0 0.0 X 191891 0 5773 KEITH LEDOUX SENIOR VP OF SALES & RETENTION 40.0 0.0 X 224987 0 5904 HEIDI HENSON VP OF HUMAN RESOURCES 40.0 0.0 X 173591 0 6477 MARGARET DRESING VP OF PRODUCT 40.0 0.0 X 166652 0 4656 SARAH SCOTT VP OF CLINICAL SERVICES 40.0 0.0 X 142796 0 6101 RYAN CZADO DIRECTOR OF PHARMACY 40.0 0.0 X 173447 0 4679 THOMAS COLLINS DIR. OF ANALYSIS & CONTRACTING 40.0 0.0 X 149958 0 6430 3604442 0 105907 23 false true false OPTUM RX PO BOX 27275 NEW YORK NY 10087 PHARM. BENEFITS MGT 20777066 HEALTH NEW ENGLAND ONE MONARCH PLACE SUITE 1500 SPRINGFIELD MA 01144 TPA SERVICES 6175835 PROVIDER NETWORK ALLIANCE 800 WASHINGTON STREET BOSTON MA 02111 NETWORK PROVIDER 4953422 GUY CARPENTER CO LLC 450 SANSOME STREET 4TH FLOOR SAN FRANCISCO CA 94111 INTERMEDIARY 2269222 MILLMAN 80 LAMBERTON ROAD WINDSOR CT 06095 ACTUARIAL SERVICES 1253375 6 0 PREMIUM REVENUE 524114 75761684 75761684 75761684 1253956 1253956 0 0 0 0 0 96070145 96138865 -68720 -68720 -68720 0 0 0 0 0 0 0 0 0 0 76946920 75761684 1185236 0 0 0 99080645 0 2844509 0 0 6082317 176711 0 542519 19143478 2043279 2250608 0 0 212536 0 8296597 595283 175959 0 1227493 180501 0 0 132515 0 188393 889759 CERTIFICATIONS/ACCRED./REGUL 10228 ASSESSMENT FEES 3006767 PREMIUM DEFICIENCY RESERVE -23708112 ASSOCIATION FEES 43531 123415516 0 10591903 19706521 0 0 0 0 3186530 5234556 0 0 0 0 0 0 0 0 4078 30000 67031 96560048 46463546 0 0 0 0 0 0 1291993 111741 111701583 71546364 9931254 18620473 0 0 0 0 0 0 0 0 0 0 0 0 24904495 0 70755862 68380020 105591611 87000493 X 6109972 -15454129 0 0 0 0 6109972 -15454129 111701583 71546364 X -46468596 24904495 X X false false false 0 CLAIMS UNPAID 17758124 RISK ADJUSTMENT LIABILITY 50621896 68380020 X X X X X X true false false false false true false false false THOMAS POLICELLI CEO & PRESIDENT 359564 0 42000 0 10815 0 8100 0 1930 0 422409 0 0 0 GREGORY PENCE INTERIM CFO & CHIEF ACTUARY 163736 0 0 0 53468 0 4563 0 4549 0 226316 0 0 0 SUSAN E BROWN CEO & GENERAL COUNSEL 327451 0 0 0 15199 0 8100 0 1950 0 352700 0 0 0 JAN COOK CHIEF MEDICAL OFFICER 354739 0 0 0 15199 0 8100 0 2143 0 380181 0 0 0 ROBERT CHIN CHIEF INFORMATION OFFICER 261868 0 0 0 89749 0 7856 0 0 0 359473 0 0 0 MICHAEL BOUDREAU SENIOR VP OF OPERATIONS 223151 0 0 0 83892 0 0 0 1656 0 308699 0 0 0 JANICE GOGUEN TREAS./CONTROL & CAO 182779 0 0 0 14322 0 4807 0 2300 0 204208 0 0 0 LYNN LATHAM VP OF OPERATIONS 176692 0 0 0 15199 0 4892 0 881 0 197664 0 0 0 HEIDI HENSON VP OF HUMAN RESOURCES 163725 0 0 0 9866 0 4912 0 1565 0 180068 0 0 0 KEITH LEDOUX SENIOR VP OF SALES & RETENTION 162737 0 0 0 62250 0 4007 0 1897 0 230891 0 0 0 MARGARET DRESING VP OF PRODUCT 119632 0 0 0 47020 0 3269 0 1387 0 171308 0 0 0 KATHLEEN DRISCOLL SECRETARY & COMPLIANCE OFFICER 141466 0 0 0 10666 0 3922 0 5911 0 161965 0 0 0 RYAN CZADO DIRECTOR OF PHARMACY 163601 0 0 0 9846 0 3495 0 1184 0 178126 0 0 0 THOMAS COLLINS DIR. OF ANALYSIS & CONTRACTING 134759 0 0 0 15199 0 4043 0 2387 0 156388 0 0 0 FORM 990, SCH. J, PART I, LINE 4A THE FOLLOWING INDIVIDUALS RECEIVED A SEVERANCE PAYMENT DURING THE YEAR, THESE AMOUNTS ARE INCLUDED IN SCH. J, PART II, B(III): GREGORY PENCE $53,468 ROBERT CHIN $81,955 MICHAEL BOUDREAU $83,892 KEITH LEDOUX $51,143 MARGARET DRESSING $40,000 FORM 990, SCH. J, PART I, LINE 6A THE COMPANY ACCRUED A PERFORMANCE BASED INCENTIVE PAYMENT BASED ON FORMULAS AND CRITERIA APPROVED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS AND DEVELOPED IN COLLABORATION WITH AN INDEPENDENT THIRD PARTY COMPENSATION ADVISOR IN 2017 RELATING TO THE FINANCIAL RESULTS OF 2016. THAT AMOUNT IS INCLUDED ON SCHEDULE J, PART II, COLUMN (B)(II). FORM 990, SCH. J, PART II OTHER COMPENSATION REPRESENTS A BENEFIT STIPEND BASED ON EACH EMPLOYEE'S FAMILY SIZE AND SEVERANCE UPON TERMINATION OF EMPLOYMENT. NEW ENGLAND QUALITY CARE ALLIANCE SIMILAR BOARD 90900 PROVIDER false PROVIDER NETWORK ALLIANCE 4301967 NETWORK STRATEGY CONSULTA false Form Sch L Part IV INTERESTED PERSONS TRANSACTIONS A) TUFTS PARENT, INC. IS THE PARENT ORGANIZATION OF TUFTS MEDICAL CENTER, INC. (TUFTS MC), NEW ENGLAND QUALITY CARE ALLIANCE (NEQCA) AND A GREATER THAN 35% OWNER IN PROVIDER NETWORK ALLIANCE LLC (PNA). ELLEN ZANE, CHRIS KRYDER, AND MARVIN KONSTAM ARE ALL TRUSTEES OF BOTH TUFTS PARENT AND TUFTS MC. AS OF JANUARY 1, 2014, TUFTS MEDICAL CENTER AND NEQCA OWNED A COMBINED 55% OF PNA. EFFECTIVE JULY 21, 2014 TUFTS MEDICAL CENTER AND NEQCA'S OWNERSHIP WAS REDUCED TO 40% DUE TO THE ENTRANCE OF AN ADDITIONAL UNRELATED PARTNER. THE COMPANY ENTERED INTO AN AGREEMENT WITH PNA TO LEASE ITS PROVIDER NETWORK. THE COMPANY INCURRED $4,953,422 IN PROVIDER NETWORK COST IN 2017. Form 990 Part III Line 3 ON AUGUST 2, 2017 AN ORDER OF REHABILITATION WAS FILED WITH THE SUPREME JUDICIAL COURT FOR SUFFOLK COUNTY. THE ACTING COMMISSIONER OF INSURANCE FOR THE COMMONWEALTH OF MASSACHUSETTS AND HIS SUCCESSOR IN OFFICE WAS APPOINTED AS RECEIVER OF MHI FOR THE PURPOSE OF REHABILITATING MHI AND CONSERVING ITS ASSETS PURSUANT TO G.L.C. 176G, PARAGRAPHS 20 AND 20A, AND G.L.C. 175, PARAGRAPH 180B. AS OF DECEMBER 31, 2017, ALL MHI MEMBER POLICIES WERE TERMINATED. ON APRIL 25, 2018, AN ORDER OF LIQUIDATION WAS ENTERED BY THE SUPREME JUDICIAL COURT. THE COMMISSIONER OF INSURANCE WAS APPOINTED AS LIQUIDATOR OF MHI. FORM 990 PART V LINE 13a THE COMPANY WAS INCORPORATED ON SEPTEMBER 23, 2011 AND IS FUNDED THROUGH THE AFFORDABLE CARE ACT (THE ACT). THE COMPANY RECEIVED ITS MASSACHUSETTS HEALTH MAINTENANCE ORGANIZATION LICENSE IN AUGUST 2013 RETROACTIVE TO MARCH 1, 2013. MEMBERSHIP ENROLLMENT BEGAN ON OCTOBER 1, 2013 FOR COVERAGE EFFECTIVE JANUARY 1, 2014. ADDITIONALLY, THE COMPANY ESTABLISHED OPERATIONS IN NEW HAMPSHIRE AND RECEIVED A HEALTH MAINTENANCE ORGANIZATION LICENSE ON MARCH 24, 2014 TO ISSUE POLICIES IN NEW HAMPSHIRE EFFECTIVE JANUARY 1, 2015. THE COMPANY HAS NO SUBSIDIARIES. MHI IS AN APPROVED CONSUMER OWNED AND OPERATED ORGANIZATION AND IS DESIGNED TO FULFILL THE SPIRIT AND INTENT OF THE CONSUMER OWNED AND OPERATED CO OP MODEL (CO OP), AND THE STANDARDS SET FORTH IN SECTIONS 1322(B)(3), 1322(B)(4) AND 1322(C)(3) OF THE ACT. THE COMPANY IS INCORPORATED UNDER MASSACHUSETTS GENERAL LAW (M.G.L.) C. 180. THE COMPANY IS LICENSED BY THE MASSACHUSETTS DIVISION OF INSURANCE AS A M.G.L. C. 176G HMO INSURER AND BY NEW HAMPSHIRE DIVISION OF INSURANCE AS A FOREIGN HMO ISSUER. ALL LICENSES HAVE BEEN SUBSEQUENTLY RENEWED. ON AUGUST 2, 2017 AN ORDER OF REHABILITATION WAS FILED WITH THE SUPREME JUDICIAL COURT FOR SUFFOLK COUNTY. THE ACTING COMMISSIONER OF INSURANCE FOR THE COMMONWEALTH OF MASSACHUSETTS AND HIS SUCCESSOR IN OFFICE WAS APPOINTED AS RECEIVER OF MHI FOR THE PURPOSE OF REHABILITATING MHI AND CONSERVING ITS ASSETS PURSUANT TO G.L.C. 176G, PARAGRAPHS 20 AND 20A, AND G.L.C. 175, PARAGRAPH 180B. AS OF DECEMBER 31, 2017, ALL MHI MEMBER POLICIES WERE TERMINATED. ON APRIL 25, 2018, AN ORDER OF LIQUIDATION WAS ENTERED BY THE SUPREME JUDICIAL COURT. THE COMMISSIONER OF INSURANCE WAS APPOINTED AS LIQUIDATOR OF MHI. Form 990 Part V Line 13b PURSUANT TO IRS NOTICE 2011-23 QUALIFIED NON-PROFIT HEALTH INSURANCE COMPANIES EXEMPT UNDER IRC SECTION 501(C)(29) ARE REQUIRED TO DISCLOSE THE AMOUNT OF THEIR INSURANCE RESERVES REQUIRED BY THE STATE IN WHICH THEY OPERATE AND THE TOTAL AMOUNT OF THEIR RESERVES. THE COMPANY IS LICENSED IN THE COMMONWEALTH OF MASSACHUSETTS AND THE STATE OF NEW HAMPSHIRE. THE COMMONWEALTH OF MASSACHUSETTS, PER CHAPTER 176G SECTION 25, REQUIRES A CARRIER TO HAVE NET WORTH EQUAL TO THE GREATER OF $1,000,000, 2% OF ANNUAL PREMIUMS UP TO A CERTAIN THRESHOLD, THREE MONTHS OF UNCOVERED HEALTH CARE EXPENDITURES, OR 8% OF ANNUAL HEALTH CARE EXPENDITURES. THE STATE OF NEW HAMPSHIRE REQUIRES THE COMPANY TO ESTABLISH A SEPARATE ACCOUNT FOR THE BENEFIT OF NEW HAMPSHIRE POLICYHOLDERS IN THE AMOUNT OF $1,000,000. THE COMPANY'S NET WORTH DECLINED SUBSTANTIALLY IN 2017 AND THUS WAS PLACED IN RECEIVERSHIP IN AUGUST 2017 AND IN LIQUIDATION IN APRIL 2018. Form 990 Part VI Line 2 MR. POLICELLI AND MR. CHIN ARE OFFICERS, DIRECTORS, AND PART OWNERS OF AVERDE HEALTH, INC. THE COMPANY DID NOT CONTRACT WITH AVERDE HEALTH INC. DURING 2017. Form 990 Part VI Line 6 THE COMPANY WAS GOVERNED BY A FORMATION BOARD OF DIRECTORS IN 2014. IN DECEMBER OF 2014, THE COMPANY HELD ITS FIRST MEMBER ELECTION OF THE BOARD OF DIRECTORS AND TRANSITIONED TO THE OPERATIONAL BOARD. THE 2015 OPERATIONAL BOARD WAS COMPRISED OF 4 ELECTED DIRECTORS AND 5 APPOINTED DIRECTORS, AND COMMENCED OPERATIONS DURING THE FIRST BOARD MEETING OF 2015. IN 2017, THE BOARD OF DIRECTORS RESIGNED WHEN MHI WAS PLACED INTO REHABILITATION AND THE RECEIVER WAS APPOINTED BY THE SUPREME JUDICIAL COURT. Form 990 Part VI Line 7a AND 7B PRIOR TO THE COMPANY BEING PLACED IN REHABILITATION, THE MEMBERS OF THE COMPANY HAD THE POWER TO: (I) ELECT AND RECOMMEND REMOVAL OF PERSONS SERVING ON THE BOARD OF DIRECTORS, (II) APPROVE ANY ACTION BY THE BOARD TO AMEND OR RESTATE THE ARTICLES; (III) APPROVE ANY ACTION BY THE BOARD TO AMEND, RESTATE OR REPEAL ANY PROVISION OF THE BYLAWS THAT WOULD ALTER THE POWERS OF THE MEMBERS, AND (IV) ANY OTHER POWERS EXPRESSLY RESERVED TO THEM BY LAW. ALL OTHER POWERS OF THE COMPANY RESIDED EXCLUSIVELY WITH THE DIRECTORS. Form 990 Part VI Line 11a AND 11B THE COMPANY PROVIDED A COPY OF THE 990 TO THE MASSACHUSETTS DIVISION OF INSURANCE PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. Form 990 Part VI Line 12a AND 12C THE BOARD OF DIRECTORS OF MINUTEMAN HEALTH HAS ADOPTED A CONFLICT OF INTEREST POLICY WHICH APPLIES TO ALL THE DIRECTORS AND SENIOR STAFF. EACH INDIVIDUAL IS ASKED TO REVIEW THE POLICY UPON HIRING OR APPOINTMENT TO THE BOARD AND PROVIDE AN ANNUAL DISCLOSURE AS TO THE POTENTIAL CONFLICTS OF INTEREST. THE DISCLOSURES ARE REVIEWED BY THE GENERAL COUNSEL AND COMPLIANCE OFFICER AND SHARED WITH THE BOARD CHAIR. INDIVIDUALS ARE REQUIRED TO DISCLOSE ANY POTENTIAL CONFLICTS OF INTEREST AS THEY ARISE. DUE TO THE COMPANY GOING INTO REHABILITATION AND THE BOARD OF DIRECTORS RESIGNING, MHI BOARD OF DIRECTORS DID NOT COMPLETE THE ANNUAL PROCESS IN 2017. Form 990 Part VI Line 15a AND 15B MINUTEMAN HEALTH OBTAINS APPROVAL OF ITS C LEVEL EMPLOYMENT CONTRACTS AND COMPENSATION FROM THE CENTERS OF MEDICARE AND MEDICAID SERVICES. IT ALSO CONTRACTS WITH AN INDEPENDENT CONSULTANT TO REVIEW THE MONETARY VALUE OF THE C LEVEL EMPLOYMENT CONTRACTS. CONCLUSIONS ARE SHARED WITH THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS WHO PROPOSE THE C LEVEL EMPLOYMENT CONTRACTS THAT ARE SHARED WITH THE CENTERS OF MEDICARE AND MEDICAID SERVICES. THE COMPANY ALSO REVIEWS COMPARATIVE INFORMATION OBTAINED FROM COMPETITOR FORM 990S. Form 990 Part VI Line 19 THE FEDERAL FORM 990 IS AVAILABLE UPON REQUEST BY ANY MEMBER OF THE GENERAL PUBLIC. THE COMPANY FILED QUARTERLY AND ANNUAL FILINGS WITH THE NAIC AND THE MASSACHUSETTS AND THE NEW HAMPSHIRE DIVISIONS OF INSURANCE. Form 990 Part XI Line 9 OTHER CHANGE OF NET ASSETS $24,904,495 REPRESENTS A RECLASSIFICATION OF THE PLAN'S START UP LOAN FROM DEBT TO SURPLUS. THIS PRACTICE WAS ALLOWED BY THE RECEIVER AND THE DIVISION OF INSURANCE DUE TO THE LIQUIDATION STATUS OF THE PLAN.